35-CERT

                    SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.

          In the matter of                   )
                                             )
     EASTERN UTILITIES ASSOCIATES            )
     Boston, Massachusetts                   )
                                             )
     EUA COGENEX CORPORATION                 )    Certificate of
     Lowell, Massachusetts                   )    Notification
                                             )    Pursuant to
                                             )    Rule 24
          (70-8255)                          )
                                             )
(Public Utility Holding Company Act of 1935) )


     Eastern Utilities Associates and its wholly-owned subsidiary, EUA
Cogenex Corporation, in accordance with the Order of the Securities and
Exchange Commission entered in the above matter on January 28, 1994, hereby
certify pursuant to Rule 24 that the acquisition by merger of Northeast
Energy Management, Inc. by EUA Acquisition Corp., a wholly-owned subsidiary
of EUA Cogenex Corporation, and the subsequent change of EUA Acquisition
Corp.'s name to Northeast Energy Management, Inc., as described in the
Application-Declaration, as amended, filed in said matter was carried out
on January 31, 1994 in accordance with the terms and conditions of and for
the purposes represented by said Application-Declaration, as amended, and
said Order with respect thereto.

                                   EASTERN UTILITIES ASSOCIATES

                                   By: Clifford J. Hebert, Jr.
                                       Treasurer


                                   EUA COGENEX CORPORATION

                                   By: Basil G. Pallone
                                       Vice President


Dated:  February 10, 1994

EX-5

                        February 10, 1994



Securities and Exchange Commission
Washington, D.C.  20549


     Re:  File No. 70-8255:  Eastern Utilities Associates
          and EUA Cogenex Corporation--Acquisition of
          Northeast Energy Management, Inc.
          Past-tense Opinion

Ladies and Gentlemen:

     As counsel for Eastern Utilities Associates ("EUA") and its
wholly-owned subsidiary, EUA Cogenex Corporation ("Cogenex"), we
are furnishing this opinion to be filed by EUA and Cogenex at the
time of filing their joint certificate of notification pursuant
to Rule 24 concerning the issuance by EUA of 464,579 of its
common shares to fund the acquisition of Northeast Energy
Management, Inc. ("NEMI") by EUA Acquisition Corp., a wholly-
owned subsidiary of Cogenex ("EUA Acquisition"), (the "NEMI
Transaction"), all as more fully described in the Application-
Declaration on Form U-1 (the "Application-Declaration") dated
August 19, 1993 under the Public Utility Holding Company Act of
1935 filed on behalf of EUA and Cogenex with the Securities and
Exchange Commission (the Commission), File No. 70-8255, as
amended.  A Registration Statement on Form S-4 relating to EUA's
common shares was filed with the Commission under the Securities
Act of 1933 and such Registration Statement became effective on
February 22, 1993.  EUA Acquisition acquired NEMI on January 31,
1994 through a statutory merger, with EUA Acquisition as the
surviving corporation (now named Northeast Energy Management,
Inc.).

     This opinion is the past-tense opinion required by the
instructions as to exhibits for Form U-1.  It is our opinion,
subject to the additional assumptions, exceptions and
qualifications hereinafter stated, that in conjunction with the
consummation of the NEMI Transaction in accordance with the
Application-Declaration:

     (a)  all State laws applicable to the NEMI Transaction have
been complied with by EUA, Cogenex and EUA Acquisition;

     (b)  EUA, the issuer of the common shares, is a validly
organized and duly existing voluntary association under the laws
of The Commonwealth of Massachusetts and the common shares issued
in connection with the NEMI Transaction are validly issued, fully
paid and non-assessable, and the holders thereof are entitled to
the rights and privileges appertaining thereto set forth in the
Declaration of Trust of EUA, as amended, which is the document
defining such rights and privileges;

     (c)  EUA Acquisition legally acquired the assets of NEMI
through a statutory merger; and

     (d)  the consummation of the NEMI Transaction does not
violate the legal rights of the holders of any of the securities
issued by EUA, Cogenex or EUA Acquisition or by Eastern Edison
Company ("Eastern Edison"), Montaup Electric Company ("Montaup"),
EUA Service Corporation ("EUA Service"), EUA Energy Investment
Corporation ("EUA Energy"), OSP Finance Company ("OSP"),
Blackstone Valley Electric Company ("Blackstone"), Newport
Electric Corporation ("Newport"), EUA Ocean State Corporation
("EUA Ocean State"), Ocean State Power ("OSP I") and Ocean State
Power II ("OSP II"), all associate companies of EUA, Cogenex and
EUA Acquisition.

     This opinion is also subject to the following additional
assumptions, exceptions and qualifications:

     (1)  compliance with such order or orders as the Commission
may issue from time to time upon the Application-Declaration and
the continued effectiveness of the Registration Statement on Form
S-4 relating to the EUA common shares;

     (2)  the accuracy of information furnished to us (a) as to
the outstanding securities of EUA, Cogenex, EUA Acquisition,
Eastern Edison, Montaup, EUA Service, EUA Energy, OSP,
Blackstone, Newport, EUA Ocean State, OSP I and OSP II, and
(b) that there is no provision or condition in any note or other
document in connection with outstanding short-term borrowings of
any of those companies limiting the NEMI Transaction;

     (3)  that requirements of applicable state securities or
"blue sky" laws have been complied with;

     (4)  that the enforceability of the NEMI Transaction may be
subject to and affected by applicable bankruptcy, receivership,
insolvency, reorganization, moratorium, fraudulent conveyance or
other laws affecting the enforcement of the rights and remedies
of creditors generally (including, without limitation, such as
may deny giving effect to waivers of rights to debtors or
guarantors); and such duties and standards as are or may be
imposed on creditors, including, without limitation, good faith,
reasonableness and fair dealing under any applicable statute,
rule, regulation or judicial decision; and

     (5)  that the enforceability of the NEMI Transaction may be
subject to and affected by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law) and the exercise of equitable
powers by a court of competent jurisdiction (and no opinion is
given herein as to specific performance or as to the availability
of other equitable remedies or equitable relief of any kind).

     This opinion relates only to federal law and the laws of The
Commonwealth of Massachusetts and we express no opinion with
respect to any other jurisdiction.  To the extent that certain
matters addressed may involve the laws of other states, we have
assumed that such laws are not materially different from the laws
of The Commonwealth of Massachusetts.

     We consent to the use of this opinion in connection with the
Rule 24 certificate filed with the Commission.

                                   Very truly yours,



                                   McDERMOTT, WILL & EMERY